Change of Control or Initial Public Offering Sample Clauses

Change of Control or Initial Public Offering. The parties acknowledge and agree that an objective of the Company is to maximize value for its shareholders which may include consummating (or participating in the consummation of) a Change of Control or a Qualified IPO. The services provided to the Company by Apollo will help to facilitate the consummation of a Change of Control or Qualified IPO, should the Company decide to pursue such a transaction. Following the provision of notice to Apollo by the Company of the Company’s intent to enter into a Change of Control or Qualified IPO, Apollo may elect at any time in connection with or in anticipation of such Change of Control or Qualified IPO (or at any time thereafter) by the delivery of notice to the Company (such notice, the “Notice” and the date on which such Notice is delivered to the Company, the “Notice Date”) to receive the Lump Sum Payment, in lieu of annual payments of the Consulting Fee, such amount to be paid on the date on which the Change of Control or Qualified IPO is consummated, or, if the Notice occurs subsequent to such date, as soon as practicable, but in no event later than 30 days subsequent to the Notice Date.
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Change of Control or Initial Public Offering. The parties acknowledge and agree that an objective of the Companies is to maximize value for their respective stockholders which may include consummating (or participating in the consummation of) a Change of Control or a Qualified IPO of either of the Companies. The services provided to the Companies by Apollo will help to facilitate the consummation of a Change of Control or Qualified IPO of either of the Companies, should the Companies decide to pursue such a transaction. Following the provision of notice to Apollo by the Companies of the Companies’ intent to enter into a Change of Control or Qualified IPO of either of the Companies, Apollo may elect at any time in connection with or in anticipation of such Change of Control or Qualified IPO (or at any time thereafter) by the delivery of notice to the Companies (such notice, the “Notice” and the date on which such Notice is delivered to the Companies, the “Notice Date”) to receive the Lump Sum Payment, in lieu of annual payments of the Consulting Fee, such amount to be paid on the date on which such Change of Control or Qualified IPO is consummated, or, if the Notice occurs subsequent to such date, as soon as practicable, but in no event later than 30 days subsequent to the Notice Date.
Sample 1
Change of Control or Initial Public Offering. The parties acknowledge and agree that an objective of the Company is to maximize value for its shareholders which may include consummating (or participating in the consummation of) (i) a Change of Control (as defined below) or (ii) a Qualified IPO (as defined below). The Services provided to the Company by the Sponsors will help to facilitate the consummation of a Change of Control or Qualified IPO, should the Company decide to pursue such a transaction. In consideration of the agreements contained herein, following the provision of notice to the Sponsors by the Company of the Company’s intent to enter into a Change of Control or Qualified IPO, the Sponsors may elect at any time in connection with or in anticipation of such Change of Control or Qualified IPO (or at any time thereafter) (which election can be made by decision of any three of the Sponsors by the delivery of written notice to the Company (such notice, the “Notice” and the date on which such Notice is delivered to the Company, the “Notice Date”)) to receive the Lump Sum Payment (as defined below), in lieu of annual payments of the Monitoring Fee, such amount to be paid, unless prohibited by and subject to the terms of any agreement or indenture governing indebtedness of the Company or any of its subsidiaries, on the date on which the Change of Control or Qualified IPO is consummated, or, if the Notice occurs subsequent to such date, as soon as practicable, but in no event, unless prohibited by and subject to the terms of any agreement or indenture governing indebtedness of the Company or any of its subsidiaries, later than 30 days subsequent to the Notice Date. The “Lump Sum Payment” shall be a single lump sum cash payment equal to the then present value of all then current and future Monitoring Fees payable under this Monitoring Fee Agreement, assuming the Termination Date to be the twelfth anniversary hereof (using a discount rate equal to the yield to maturity on the Notice Date of the class of outstanding U.S. government bonds having a final maturity closest to the twelfth anniversary of the date hereof (the “Discount Rate”)), and assuming further that each future annual Monitoring Fee would equal the greater of the (i) highest annual Monitoring Fee earned over the three fiscal
Sample 1
Change of Control or Initial Public Offering. The parties acknowledge and agree that an objective of GWROP is to maximize value for its direct and indirect shareholders which may include consummating (or participating in the consummation of) a Change of Control or a Qualified IPO. The services provided to GWROP by Apollo or any of its Affiliates will help to facilitate the consummation of a Change of Control or Qualified IPO, should GWROP, GWRI or K-9 Holdings, Inc. (“Parent”) or any direct or indirect parent of Parent decide to pursue such a transaction. Following the provision of notice to Apollo by GWROP of GWROP’s, GWRI’s, Parent’s or any direct or indirect parent of Parent’s intent to enter into a Change of Control or Qualified IPO, Apollo may elect at any time in connection with or in anticipation of such Change of Control or Qualified IPO (or at any time thereafter) by the delivery of notice to GWROP (such notice, the “Notice” and the date on which such Notice is delivered to GWROP, the “Notice Date”) to receive, subject to the limitations set forth in Section 4(c), the Lump Sum Payment, in lieu of annual payments of the Management Fee, such amount to be paid on the date on which the Change of Control or Qualified IPO is consummated, or, if the Notice occurs subsequent to such date, as soon as practicable, but in no event later than 30 days subsequent to the Notice Date.
Sample 1

Related to Change of Control or Initial Public Offering

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

  • Subsidiary Public Offering If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

  • Participation in Public Offering No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

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